Corporation

A corporation is an organization, usually a group of people or a company, authorized to act as a single entity (legally a person) and recognized as such in law. Early incorporated entities were established by charter (i.e. by an ad hoc act granted by a monarch or passed by a parliament or legislature). Most jurisdictions now allow the creation of new corporations through registration.

Corporations come in many different types but are usually divided by the law of the jurisdiction where they are chartered into two kinds: by whether they can issue stock or not, or by whether they are formed to make a profit or not.[1] Corporations can be divided by the number of owners: corporation aggregate or corporation sole. The subject of this article is a corporation aggregate. A corporation sole is a legal entity consisting of a single ("sole") incorporated office, occupied by a single ("sole") natural person.

Where local law distinguishes corporations by the ability to issue stock, corporations allowed to do so are referred to as "stock corporations", ownership of the corporation is through stock, and owners of stock are referred to as "stockholders" or "shareholders". Corporations not allowed to issue stock are referred to as "non-stock" corporations; those who are considered the owners of a non-stock corporation are persons (or other entities) who have obtained membership in the corporation and are referred to as a "member" of the corporation.

Corporations chartered in regions where they are distinguished by whether they are allowed to be for profit or not are referred to as "for profit" and "not-for-profit" corporations, respectively.

There is some overlap between stock/non-stock and for-profit/not-for-profit in that not-for-profit corporations are always non-stock as well. A for-profit corporation is almost always a stock corporation, but some for-profit corporations may choose to be non-stock. To simplify the explanation, whenever "Stockholder" or "shareholder" is used in the rest of this article to refer to a stock corporation, it is presumed to mean the same as "member" for a non-profit corporation or for a profit, non-stock corporation.

Registered corporations have legal personality and their shares are owned by shareholders[2][3] whose liability is generally limited to their investment. Shareholders do not typically actively manage a corporation; shareholders instead elect or appoint a board of directors to control the corporation in a fiduciary capacity. In most circumstances, a shareholder may also serve as a director or officer of a corporation.

In American English, the word corporation is most often used to describe large business corporations.[4] In British English and in the Commonwealth countries, the term company is more widely used to describe the same sort of entity while the word corporation encompasses all incorporated entities. In American English, the word company can include entities such as partnerships that would not be referred to as companies in British English as they are not a separate legal entity.

Late in the 19th century, a new form of company having the limited liability protections of a corporation, and the more favorable tax treatment of either a sole proprietorship or partnership was developed. While not a corporation, this new type of entity became very attractive as an alternative for corporations not needing to issue stock. In Germany, the organization was referred to as Gesellschaft mit beschränkter Haftung or GmbH. In the last quarter of the 20th Century this new form of non-corporate organization became available in the United States and other countries, and was known as the limited liability company or LLC. Since the GmbH and LLC forms of organization are technically not corporations (even though they have many of the same features), they will not be discussed in this article.

New McDonald's restaurant in Mount Pleasant, Iowa
McDonald's Corporation is one of the most recognizable corporations in the world.

History

Stora Kopparberg 1288
1/8 share of the Stora Kopparberg mine, dated June 16, 1288.

The word "corporation" derives from corpus, the Latin word for body, or a "body of people". By the time of Justinian (reigned 527–565), Roman law recognized a range of corporate entities under the names universitas, corpus or collegium. These included the state itself (the Populus Romanus), municipalities, and such private associations as sponsors of a religious cult, burial clubs, political groups, and guilds of craftsmen or traders. Such bodies commonly had the right to own property and make contracts, to receive gifts and legacies, to sue and be sued, and, in general, to perform legal acts through representatives. Private associations were granted designated privileges and liberties by the emperor.[5]

Entities which carried on business and were the subjects of legal rights were found in ancient Rome, and the Maurya Empire in ancient India.[6] In medieval Europe, churches became incorporated, as did local governments, such as the Pope and the City of London Corporation. The point was that the incorporation would survive longer than the lives of any particular member, existing in perpetuity. The alleged oldest commercial corporation in the world, the Stora Kopparberg mining community in Falun, Sweden, obtained a charter from King Magnus Eriksson in 1347.

In medieval times, traders would do business through common law constructs, such as partnerships. Whenever people acted together with a view to profit, the law deemed that a partnership arose. Early guilds and livery companies were also often involved in the regulation of competition between traders.

Mercantilism

Vereenigde Oostindische Compagnie spiegelretourschip Amsterdam replica
Replica of an East Indiaman of the Dutch East India Company/United East Indies Company. The Dutch East India Company (VOC)[7] is often considered by many to be the first historical model of the modern corporation.[8][9][10][11][12][13][14][15] The VOC was also the first permanently organized limited-liability joint-stock corporation, with a permanent capital base.[16][17][18][19][20]

Dutch and English chartered companies, such as the Dutch East India Company (VOC) and the Hudson's Bay Company, were created to lead the colonial ventures of European nations in the 17th century. Acting under a charter sanctioned by the Dutch government, the Dutch East India Company defeated Portuguese forces and established itself in the Moluccan Islands in order to profit from the European demand for spices. Investors in the VOC were issued paper certificates as proof of share ownership, and were able to trade their shares on the original Amsterdam Stock Exchange. Shareholders were also explicitly granted limited liability in the company's royal charter.[21]

Vereinigte Ostindische Compagnie bond
A bond issued by the Dutch East India Company (VOC), dating from 1623, for the amount of 2,400 florins

In England, the government created corporations under a royal charter or an Act of Parliament with the grant of a monopoly over a specified territory. The best-known example, established in 1600, was the East India Company of London. Queen Elizabeth I granted it the exclusive right to trade with all countries to the east of the Cape of Good Hope. Some corporations at this time would act on the government's behalf, bringing in revenue from its exploits abroad. Subsequently, the Company became increasingly integrated with English and later British military and colonial policy, just as most corporations were essentially dependent on the Royal Navy's ability to control trade routes.

Labeled by both contemporaries and historians as "the grandest society of merchants in the universe", the English East India Company would come to symbolize the dazzlingly rich potential of the corporation, as well as new methods of business that could be both brutal and exploitative.[22] On 31 December 1600, Queen Elizabeth I granted the company a 15-year monopoly on trade to and from the East Indies and Africa.[23] By 1711, shareholders in the East India Company were earning a return on their investment of almost 150 per cent. Subsequent stock offerings demonstrated just how lucrative the Company had become. Its first stock offering in 1713–1716 raised £418,000, its second in 1717–1722 raised £1.6 million.[24]

A similar chartered company, the South Sea Company, was established in 1711 to trade in the Spanish South American colonies, but met with less success. The South Sea Company's monopoly rights were supposedly backed by the Treaty of Utrecht, signed in 1713 as a settlement following the War of the Spanish Succession, which gave Great Britain an asiento to trade in the region for thirty years. In fact the Spanish remained hostile and let only one ship a year enter. Unaware of the problems, investors in Britain, enticed by extravagant promises of profit from company promoters bought thousands of shares. By 1717, the South Sea Company was so wealthy (still having done no real business) that it assumed the public debt of the British government. This accelerated the inflation of the share price further, as did the Bubble Act 1720, which (possibly with the motive of protecting the South Sea Company from competition) prohibited the establishment of any companies without a Royal Charter. The share price rose so rapidly that people began buying shares merely in order to sell them at a higher price, which in turn led to higher share prices. This was the first speculative bubble the country had seen, but by the end of 1720, the bubble had "burst", and the share price sank from £1000 to under £100. As bankruptcies and recriminations ricocheted through government and high society, the mood against corporations and errant directors was bitter.

South-sea-bubble-chart
Chart of the South Sea Company's stock prices. The rapid inflation of the stock value in the 1710s led to the Bubble Act 1720, which restricted the establishment of companies without a royal charter.

In the late 18th century, Stewart Kyd, the author of the first treatise on corporate law in English, defined a corporation as:

a collection of many individuals united into one body, under a special denomination, having perpetual succession under an artificial form, and vested, by policy of the law, with the capacity of acting, in several respects, as an individual, particularly of taking and granting property, of contracting obligations, and of suing and being sued, of enjoying privileges and immunities in common, and of exercising a variety of political rights, more or less extensive, according to the design of its institution, or the powers conferred upon it, either at the time of its creation, or at any subsequent period of its existence.

— A Treatise on the Law of Corporations, Stewart Kyd (1793–1794)

Development of modern company law

Due to the late 18th century abandonment of mercantilist economic theory and the rise of classical liberalism and laissez-faire economic theory due to a revolution in economics led by Adam Smith and other economists, corporations transitioned from being government or guild affiliated entities to being public and private economic entities free of governmental directions.[25] Smith wrote in his 1776 work The Wealth of Nations that mass corporate activity could not match private entrepreneurship, because people in charge of others' money would not exercise as much care as they would with their own.[26]

Deregulation

Jack and the Giant Joint-Stock
"Jack and the Giant Joint-Stock", a cartoon in Town Talk (1858) satirizing the 'monster' joint-stock economy that came into being after the Joint Stock Companies Act 1844.

The British Bubble Act 1720's prohibition on establishing companies remained in force until its repeal in 1825. By this point, the Industrial Revolution had gathered pace, pressing for legal change to facilitate business activity.[27] The repeal was the beginning of a gradual lifting on restrictions, though business ventures (such as those chronicled by Charles Dickens in Martin Chuzzlewit) under primitive companies legislation were often scams. Without cohesive regulation, proverbial operations like the "Anglo-Bengalee Disinterested Loan and Life Assurance Company" were undercapitalised ventures promising no hope of success except for richly paid promoters.[28]

The process of incorporation was possible only through a royal charter or a private act and was limited, owing to Parliament's jealous protection of the privileges and advantages thereby granted. As a result, many businesses came to be operated as unincorporated associations with possibly thousands of members. Any consequent litigation had to be carried out in the joint names of all the members and was almost impossibly cumbersome. Though Parliament would sometimes grant a private act to allow an individual to represent the whole in legal proceedings, this was a narrow and necessarily costly expedient, allowed only to established companies.

Then, in 1843, William Gladstone became the chairman of a Parliamentary Committee on Joint Stock Companies, which led to the Joint Stock Companies Act 1844, regarded as the first modern piece of company law.[29] The Act created the Registrar of Joint Stock Companies, empowered to register companies by a two-stage process. The first, provisional, stage cost £5 and did not confer corporate status, which arose after completing the second stage for another £5. For the first time in history, it was possible for ordinary people through a simple registration procedure to incorporate.[30] The advantage of establishing a company as a separate legal person was mainly administrative, as a unified entity under which the rights and duties of all investors and managers could be channeled.

Limited liability

However, there was still no limited liability and company members could still be held responsible for unlimited losses by the company.[31] The next, crucial development, then, was the Limited Liability Act 1855, passed at the behest of the then Vice President of the Board of Trade, Mr. Robert Lowe. This allowed investors to limit their liability in the event of business failure to the amount they invested in the company – shareholders were still liable directly to creditors, but just for the unpaid portion of their shares. (The principle that shareholders are liable to the corporation had been introduced in the Joint Stock Companies Act 1844).

The 1855 Act allowed limited liability to companies of more than 25 members (shareholders). Insurance companies were excluded from the act, though it was standard practice for insurance contracts to exclude action against individual members. Limited liability for insurance companies was allowed by the Companies Act 1862.

This prompted the English periodical The Economist to write in 1855 that "never, perhaps, was a change so vehemently and generally demanded, of which the importance was so much overrated."[32] The major error of this judgment was recognised by the same magazine more than 70 years later, when it claimed that, "[t]he economic historian of the future... may be inclined to assign to the nameless inventor of the principle of limited liability, as applied to trading corporations, a place of honour with Watt and Stephenson, and other pioneers of the Industrial Revolution. "[33]

These two features – a simple registration procedure and limited liability – were subsequently codified into the landmark 1856 Joint Stock Companies Act. This was subsequently consolidated with a number of other statutes in the Companies Act 1862, which remained in force for the rest of the century, up to and including the time of the decision in Salomon v A Salomon & Co Ltd.[34]

The legislation shortly gave way to a railway boom, and from then, the numbers of companies formed soared. In the later nineteenth century, depression took hold, and just as company numbers had boomed, many began to implode and fall into insolvency. Much strong academic, legislative and judicial opinion was opposed to the notion that businessmen could escape accountability for their role in the failing businesses.

Further developments

LordLindley cropp
Lindley LJ was the leading expert on partnerships and company law in the Salomon v. Salomon & Co. case. The landmark case confirmed the distinct corporate identity of the company.

In 1892, Germany introduced the Gesellschaft mit beschränkter Haftung with a separate legal personality and limited liability even if all the shares of the company were held by only one person. This inspired other countries to introduce corporations of this kind.

The last significant development in the history of companies was the 1897 decision of the House of Lords in Salomon v. Salomon & Co. where the House of Lords confirmed the separate legal personality of the company, and that the liabilities of the company were separate and distinct from those of its owners.

In the United States, forming a corporation usually required an act of legislation until the late 19th century. Many private firms, such as Carnegie's steel company and Rockefeller's Standard Oil, avoided the corporate model for this reason (as a trust). State governments began to adopt more permissive corporate laws from the early 19th century, although these were all restrictive in design, often with the intention of preventing corporations from gaining too much wealth and power.[35]

New Jersey was the first state to adopt an "enabling" corporate law, with the goal of attracting more business to the state,[36] in 1896. In 1899, Delaware followed New Jersey's lead with the enactment of an enabling corporate statute, but Delaware only became the leading corporate state after the enabling provisions of the 1896 New Jersey corporate law were repealed in 1913.[35]

The end of the 19th century saw the emergence of holding companies and corporate mergers creating larger corporations with dispersed shareholders. Countries began enacting anti-trust laws to prevent anti-competitive practices and corporations were granted more legal rights and protections. The 20th century saw a proliferation of laws allowing for the creation of corporations by registration across the world, which helped to drive economic booms in many countries before and after World War I. Another major post World War I shift was toward the development of conglomerates, in which large corporations purchased smaller corporations to expand their industrial base.

Starting in the 1980s, many countries with large state-owned corporations moved toward privatization, the selling of publicly owned (or 'nationalised') services and enterprises to corporations. Deregulation (reducing the regulation of corporate activity) often accompanied privatization as part of a laissez-faire policy.

Ownership and control

A corporation is, at least in theory, owned and controlled by its members. In a joint-stock company the members are known as shareholders and each of their shares in the ownership, control, and profits of the corporation is determined by the portion of shares in the company that they own. Thus a person who owns a quarter of the shares of a joint-stock company owns a quarter of the company, is entitled to a quarter of the profit (or at least a quarter of the profit given to shareholders as dividends) and has a quarter of the votes capable of being cast at general meetings.

In another kind of corporation, the legal document which established the corporation or which contains its current rules will determine who the corporation's members are. Who a member is depends on what kind of corporation is involved. In a worker cooperative, the members are people who work for the cooperative. In a credit union, the members are people who have accounts with the credit union.[37]

The day-to-day activities of a corporation are typically controlled by individuals appointed by the members. In some cases, this will be a single individual but more commonly corporations are controlled by a committee or by committees. Broadly speaking, there are two kinds of committee structure.

  • A single committee known as a board of directors is the method favored in most common law countries. Under this model, the board of directors is composed of both executive and non-executive directors, the latter being meant to supervise the former's management of the company.
  • A two-tiered committee structure with a supervisory board and a managing board is common in civil law countries.[38]

Formation

Historically, corporations were created by a charter granted by government. Today, corporations are usually registered with the state, province, or national government and regulated by the laws enacted by that government. Registration is the main prerequisite to the corporation's assumption of limited liability. The law sometimes requires the corporation to designate its principal address, as well as a registered agent (a person or company designated to receive legal service of process). It may also be required to designate an agent or other legal representative of the corporation.

Generally, a corporation files articles of incorporation with the government, laying out the general nature of the corporation, the amount of stock it is authorized to issue, and the names and addresses of directors. Once the articles are approved, the corporation's directors meet to create bylaws that govern the internal functions of the corporation, such as meeting procedures and officer positions.

The law of the jurisdiction in which a corporation operates will regulate most of its internal activities, as well as its finances. If a corporation operates outside its home state, it is often required to register with other governments as a foreign corporation, and is almost always subject to laws of its host state pertaining to employment, crimes, contracts, civil actions, and the like.

Naming

Corporations generally have a distinct name. Historically, some corporations were named after their membership: for instance, "The President and Fellows of Harvard College". Nowadays, corporations in most jurisdictions have a distinct name that does not need to make reference to their membership. In Canada, this possibility is taken to its logical extreme: many smaller Canadian corporations have no names at all, merely numbers based on a registration number (for example, "12345678 Ontario Limited"), which is assigned by the provincial or territorial government where the corporation incorporates.

In most countries, corporate names include a term or an abbreviation that denotes the corporate status of the entity (for example, "Incorporated" or "Inc." in the United States) or the limited liability of its members (for example, "Limited" or "Ltd."). These terms vary by jurisdiction and language. In some jurisdictions, they are mandatory, and in others they are not.[39] Their use puts everybody on constructive notice that they are dealing with an entity whose liability is limited: one can only collect from whatever assets the entity still controls when one obtains a judgment against it.

Some jurisdictions do not allow the use of the word "company" alone to denote corporate status, since the word "company" may refer to a partnership or some other form of collective ownership (in the United States it can be used by a sole proprietorship but this is not generally the case elsewhere).

Personhood

Despite not being individual human beings, corporations, as far as US law is concerned, are legal persons, and have many of the same rights and responsibilities as natural persons do. For example, a corporation can own property, and can sue or be sued. Corporations can exercise human rights against real individuals and the state,[40][41] and they can themselves be responsible for human rights violations.[42] Corporations can be "dissolved" either by statutory operation, order of court, or voluntary action on the part of shareholders. Insolvency may result in a form of corporate failure, when creditors force the liquidation and dissolution of the corporation under court order,[43] but it most often results in a restructuring of corporate holdings. Corporations can even be convicted of criminal offenses, such as fraud and manslaughter. However, corporations are not considered living entities in the way that humans are.[44]

See also

Other

Notes

  1. ^ "Types Of Corporations | Incorporate A Business". www.corpnet.com. Retrieved 2017-06-10.
  2. ^ Pettet, B. G. (2005). Company Law. Pearson Education. p. 151. Reading the above, makes it possible to forget that the shareholders are the owners of the company.
  3. ^ Courtney, Thomas B. (2002). The Law of Private Companies (2nd ed.). Bloomsbury Professional. 4.001.
  4. ^ corporation. CollinsDictionary.com. Collins English Dictionary – Complete & Unabridged 11th Edition. Retrieved December 07, 2012.
  5. ^ Harold Joseph Berman, Law and Revolution (vol. 1): The Formation of the Western Legal Tradition, Cambridge: Harvard University Press, 1983, pp. 215–216. ISBN 0-674-51776-8
  6. ^ Vikramaditya S. Khanna (2005). The Economic History of the Corporate Form in Ancient India. University of Michigan.
  7. ^ Gepken-Jager, Ella; van Solinge, Gerard; Timmermann, Levinus (eds.): VOC 1602–2002: 400 Years of Company Law (Series Law of Business and Finance, Vol. 6). (Deventer: Kluwer Legal Publishers, 2005, ISBN 90-13-01915-3)
  8. ^ Sayle, Murray (5 April 2001). "Japan goes Dutch". London Review of Books. London Review of Books, Vol. 23 No. 7. pp. 3–7. Retrieved 23 March 2018.
  9. ^ Brook, Timothy: Vermeer's Hat: The Seventeenth Century and the Dawn of the Global World. (Profile Books, 2008, ISBN 1-84668-120-0).
  10. ^ Wilson, Eric Michael: The Savage Republic: De Indis of Hugo Grotius, Republicanism and Dutch Hegemony within the Early Modern World-System (c. 1600–1619). (Martinus Nijhoff, 2008, ISBN 978-90-04-16788-9), pp. 215–217.
  11. ^ Jonker, Joost; Gelderblom, Oscar; de Jong, Abe (2013). The Formative Years of the Modern Corporation: The Dutch East India Company VOC, 1602–1623. (The Journal of Economic History / Volume 73 / Issue 04 / December 2013, pp. 1050–1076)
  12. ^ Tarrant, Nicholas (29 Apr 2014). "The VOC: The Birth of the Modern Corporation". The Economics Student Society of Australia. Retrieved 23 March 2018.
  13. ^ Phelan, Ben (7 January 2013). "Dutch East India Company: The World's First Multinational". PBS.org (PBS Online). Retrieved 13 March 2018.
  14. ^ Taylor, Bryan (6 November 2013). "The Rise and Fall of the Largest Corporation in History". BusinessInsider.com. Retrieved 13 March 2018.
  15. ^ Picard, Caroline (2 August 2016). "In The Late Afternoon of Modernism: An Interview with Graham Harman". Badatsports.com. Retrieved 23 March 2018.
  16. ^ Steensgaard, Niels (1982). “The Dutch East India Company as an Institutional Innovation”, in Maurice Aymard (ed.), Dutch Capitalism and World Capitalism / Capitalisme hollandais et capitalisme mondial (Studies in Modern Capitalism / Etudes sur le capitalisme moderne), pp. 235–257
  17. ^ Ferguson, Niall (2002). Empire: The Rise and Demise of the British World Order and the Lessons for Global Power, p. 15.
  18. ^ Smith, B. Mark (2003). A History of the Global Stock Market: From Ancient Rome to Silicon Valley. (University of Chicago Press, ISBN 978-0-226-76404-7), p. 17.
  19. ^ Von Nordenflycht, Andrew: The Great Expropriation: Interpreting the Innovation of “Permanent Capital” at the Dutch East India Company, in Origins of Shareholder Advocacy, edited by Jonathan GS Koppell (Palgrave Macmillan, 2011), pp. 89–98
  20. ^ Clarke, Thomas; Branson, Douglas (2012). The Sage Handbook of Corporate Governance (Sage Handbooks). (Sage Publications Ltd., ISBN 978-1-4129-2980-6, p. 431). "The EIC first issued permanent shares in 1657 (Harris, 2005: 45)."
  21. ^ Om Prakash, European Commercial Enterprise in Pre-Colonial India (Cambridge University Press, Cambridge 1998).
  22. ^ John Keay, The Honorable Company: A History of the English East India Company (MacMillan, New York 1991).
  23. ^ Haynes, Gerard Cohen-Vrignaud, Stephanie Metz, Jody Dunville, Shannon Heath, Julia P. McLeod, Kat Powell, Brent Robida, John Stromski, Brandon. "British East India Company". Retrieved 19 January 2017.
  24. ^ Ibid. at p. 113
  25. ^ "Adam Smith Laissez-Faire". political-economy.com. Retrieved 2017-06-10.
  26. ^ A Smith, An Inquiry into the Nature and Causes of the Wealth of Nations (1776), Book V, ch 1, para 107.
  27. ^ See Bubble Companies, etc. Act 1825, 6 Geo 4, c 91
  28. ^ See C Dickens, Martin Chuzzlewit (1843) ch 27
  29. ^ Report of the Parliamentary Committee on Joint Stock Companies (1844) in British Parliamentary Papers, vol. VII
  30. ^ Paul Lyndon Davies (2010). Introduction to Company Law. Oxford University Press. p. 1. ISBN 978-0-19-960132-5.
  31. ^ Re Sea Fire and Life Assurance Co., Greenwood's Case (1854) 3 De GM&G 459
  32. ^ Graeme G. Acheson & John D. Turner, The Impact of Limited Liability on Ownership and Control: Irish Banking, 1877–1914, School of Management and Economics, Queen's University of Belfast, available at "Archived copy" (PDF). Archived from the original (PDF) on 2012-01-13. Retrieved 2011-11-16.CS1 maint: Archived copy as title (link) and "Archived copy" (PDF). Archived from the original (PDF) on 2012-01-11. Retrieved 2011-11-16.CS1 maint: Archived copy as title (link).
  33. ^ Economist, December 18, 1926, at 1053, as quoted in Mahoney, supra, at 875.
  34. ^ Salomon v A Salomon & Co Ltd [1897] AC 22
  35. ^ a b Smiddy, Linda O.; Cunningham, Lawrence A. (2010), Corporations and Other Business Organizations: Cases, Materials, Problems (Seventh ed.), LexisNexis, pp. 228–231, 241, ISBN 978-1-4224-7659-8
  36. ^ The Law of Business Organizations, Cengage Learning
  37. ^ Besley, Scott; Brigham, Eugene (2008). Principles of Finance (4th ed.). Cengage Learning. p. 105. ISBN 978-0-324-65588-9.
  38. ^ "Company & Commercial – Netherlands: In a nutshell – one-tier boards". International Law Office. 10 April 2012.
  39. ^ The U.S. state of California is an example of a jurisdiction that does not require corporations to indicate corporate status in their names, except for close corporations. The drafters of the 1977 revision of the California General Corporation Law considered the possibility of forcing all California corporations to have a name indicating corporate status, but decided against it because of the huge number of corporations that would have had to change their names, and the lack of any evidence that anyone had been harmed in California by entities whose corporate status was not immediately apparent from their names. However, the 1977 drafters were able to impose the current disclosure requirement for close corporations. See Harold Marsh, Jr., R. Roy Finkle, Larry W. Sonsini, and Ann Yvonne Walker, Marsh's California Corporation Law, 4th ed., vol. 1 (New York: Aspen Publishers, 2004), 5–15 — 5–16.
  40. ^ Emberland, Marius (2006). The Human Rights of Companies: Exploring the Structure of ECHR Protection (PDF). Oxford University Press. p. 1. ISBN 978-0-19-928983-7. Archived from the original (PDF) on 17 June 2012. Retrieved 2 June 2012.
  41. ^ e.g. South African Constitution Sect.8, especially Art.(4)
  42. ^ Phillip I. Blumberg, The Multinational Challenge to Corporation Law: The Search for a New Corporate Personality, (1993) discusses the controversial nature of additional rights being granted to corporations.
  43. ^ See, for example, the Business Corporations Act (B.C.) [SBC 2002] ChapterH 57, Part 10
  44. ^ e.g. Corporate Manslaughter and Corporate Homicide Act 2007

Further reading

  • A Comparative Bibliography: Regulatory Competition on Corporate Law
  • Blumberg, Phillip I., The Multinational Challenge to Corporation Law: The Search for a New Corporate Personality, (1993)
  • Bromberg, Alan R. Crane and Bromberg on Partnership. 1968.
  • Brown, Bruce. The History of the Corporation (2003)
  • Cadman, John William. The Corporation in New Jersey: Business and Politics, , (1949)
  • Conard, Alfred F. Corporations in Perspective. 1976.
  • Cooke, C.A., Corporation, Trust and Company: A Legal History, (1950)
  • Davis, John P. Corporations (1904)
  • Davis, Joseph S. Essays in the Earlier History of American Corporations (1917)
  • Dignam, A and Lowry, J (2006) Company Law, Oxford University Press ISBN 978-0-19-928936-3
  • Dodd, Edwin Merrick. American Business Corporations until 1860, With Special Reference to Massachusetts, (1954)
  • DuBois, A.B. The English Business Company after the Bubble Act, , (1938)
  • Freedman, Charles. Joint-stock Enterprise in France, : From Privileged Company to Modern Corporation (1979)
  • Freund, Ernst. MCMaster.ca, The Legal Nature of the Corporation (1897)
  • Hallis, Frederick. Corporate Personality: A Study in Jurisprudence (1930)
  • Hessen, Robert. In Defense of the Corporation. Hoover Institute. 1979.
  • Hunt, Bishop. The Development of the Business Corporation in England (1936)
  • Klein and Coffee. Business Organization and Finance: Legal and Economic Principles. Foundation. 2002.
  • Majumdar, Ramesh Chandra. Corporate Life in Ancient India, (1920)
  • Means, Robert Charles. Underdevelopment and the Development of Law: Corporations and Corporation Law in Nineteenth-century Colombia, (1980)
  • Micklethwait, John and Wooldridge, Adrian. The Company: a Short History of a Revolutionary Idea. New York: Modern Library. 2003.
  • Owen, Thomas. The Corporation under Russian Law, : A Study in Tsarist Economic Policy (1991)
  • Rungta, Radhe Shyam. The Rise of the Business Corporation in India, 1851–1900, (1970)
  • Scott, W.R. Constitution and Finance of English, Scottish and Irish Joint-Stock Companies to 1720 (1912)
  • Sobel, Robert. The Age of Giant Corporations: a Microeconomic History of American Business. (1984)
  • Barnet, Richard; Muller, Ronald E. (1974). Global Reach: The Power of the Multinational Corporation. New York: Simon & Schuster.
  • PG Mahoney, 'Contract or Concession? An Essay on the History of Corporate Law' (2000) 34 Ga. Law Review 873
  • PI Blumberg, The Multinational Challenge to Corporation Law (1993)
  • PL Davies and LCB Gower, Principles of Modern Company Law (6th edn Sweet and Maxwell 1997) chapters 2–4
  • RR Formoy, The Historical Foundations of Company Law (Sweet and Maxwell 1923) 21
  • P Frentrop, A History of Corporate Governance 1602–2002 (Brussels et al., 2003)
  • S Kyd, A Treatise on the Law of Corporations (1793–1794)
  • J Micklethwait and A Wooldridge, The company: A short history of a revolutionary idea (Modern Library 2003)
  • W Blackstone, Commentaries on the Laws of England (1765) 455–473

External links

20th Century Fox

Twentieth Century Fox Film Corporation (colloquial: Twentieth Century Fox; 20th Century Fox; 20th; Fox) is an American film studio that is a subsidiary of Walt Disney Studios, a division of The Walt Disney Company. The studio is located on its namesake studio lot in the Century City area of Los Angeles.

For over 83 years, it was one of the "Big Six" major American film studios; formed from the merger of the Fox Film Corporation and Twentieth Century Pictures in 1935. In 1985, the studio was acquired by News Corporation, which was succeeded by 21st Century Fox in 2013 following the spin-off of its publishing assets. In 2019, The Walt Disney Company acquired 20th Century Fox through its merger with 21st Century Fox. Starting with Breakthrough, all studio releases will be distributed by Walt Disney Studios Motion Pictures. Disney also now owns the rights to the studio's pre-merger film library (with the exception of films originally released by Fox and subsequently sold to other studios, such as the 2013-2017 DreamWorks Animation library, which is now owned by Universal Pictures).

Australian Broadcasting Corporation

The Australian Broadcasting Corporation (ABC) is Australia's national broadcaster founded in 1929. It is currently principally funded by direct grants from the Australian government, but is expressly independent of government and partisan politics. The ABC plays a leading role in journalistic independence and is fundamental in the history of broadcasting in Australia.

Modelled on the BBC in the United Kingdom, it was originally financed by consumer licence fees on broadcasting receivers. Licence fees were abolished in 1973 and replaced principally by direct government grants, as well as revenue from commercial activities related to its core broadcasting mission.

The ABC now provides television, radio, online and mobile services throughout metropolitan and regional Australia and overseas through ABC Australia and Radio Australia. The ABC headquarters is in Ultimo, an inner-city suburb of Sydney, New South Wales.

BBC

The British Broadcasting Corporation (BBC) is a British public service broadcaster. Its headquarters are at Broadcasting House in Westminster, London, and it is the world's oldest national broadcasting organisation and the largest broadcaster in the world by number of employees. It employs over 20,950 staff in total, 16,672 of whom are in public sector broadcasting. The total number of staff is 35,402 when part-time, flexible, and fixed-contract staff are included.The BBC is established under a Royal Charter and operates under its Agreement with the Secretary of State for Digital, Culture, Media and Sport. Its work is funded principally by an annual television licence fee which is charged to all British households, companies, and organisations using any type of equipment to receive or record live television broadcasts and iPlayer catch-up. The fee is set by the British Government, agreed by Parliament, and used to fund the BBC's radio, TV, and online services covering the nations and regions of the UK. Since 1 April 2014, it has also funded the BBC World Service (launched in 1932 as the BBC Empire Service), which broadcasts in 28 languages and provides comprehensive TV, radio, and online services in Arabic and Persian.

Around a quarter of BBC revenues come from its commercial arm BBC Studios Ltd (formerly BBC Worldwide), which sells BBC programmes and services internationally and also distributes the BBC's international 24-hour English-language news services BBC World News, and from BBC.com, provided by BBC Global News Ltd.

From its inception, through the Second World War (where its broadcasts helped to unite the nation), to the 21st century, the BBC has played a prominent role in British culture. It is also known colloquially as "The Beeb", "Auntie", or a combination of both (as "Auntie Beeb" or "Auntie B").

Canadian Broadcasting Corporation

The Canadian Broadcasting Corporation (French: Société Radio-Canada), branded as CBC/Radio-Canada, is a Canadian federal Crown corporation that serves as the national public broadcaster for both radio and television. The English- and French-language service units of the corporation are commonly known as CBC and Radio-Canada respectively, and both short-form names are also commonly used in the applicable language to refer to the corporation as a whole.

Although some local stations in Canada predate CBC's founding, CBC is the oldest existing broadcasting network in Canada, first established in its present form on November 2, 1936. Radio services include CBC Radio One, CBC Music, Ici Radio-Canada Première, and Ici Musique. (International radio service Radio Canada International historically transmitted via shortwave radio, but since 2012 its content is only available as podcasts on its website.) Television operations include CBC Television, Ici Radio-Canada Télé, CBC News Network, Ici RDI, Ici Explora, Documentary Channel (part ownership), and Ici ARTV. The CBC operates services for the Canadian Arctic under the names CBC North and Radio-Canada Nord. The CBC also operates digital services including CBC.ca/Ici.Radio-Canada.ca, CBC Radio 3, CBC Music/ICI.mu and Ici.TOU.TV, and owns 20.2% of satellite radio broadcaster Sirius XM Canada, which carries several CBC-produced audio channels.

CBC/Radio-Canada offers programming in English, French and eight aboriginal languages on its domestic radio service, and in five languages on its web-based international radio service, Radio Canada International (RCI). However, budget cuts in the early 2010s have contributed to the corporation reducing its service via the airwaves, discontinuing RCI's shortwave broadcasts as well as terrestrial television broadcasts in all communities served by network-owned rebroadcast transmitters, including communities not subject to Canada's over-the-air digital television transition.

CBC's federal funding is supplemented by revenue from commercial advertising on its television broadcasts. The radio service employed commercials from its inception to 1974, but since its primary radio networks have been commercial-free. In 2013, CBC's secondary radio networks, CBC Music and Ici Musique, introduced limited advertising of up to four minutes an hour, but this was discontinued in 2016.

Limited liability company

A limited liability company (LLC) is the US-specific form of a private limited company. It is a business structure that can combine the pass-through taxation of a partnership or sole proprietorship with the limited liability of a corporation. An LLC is not a corporation under state law; it is a legal form of a company that provides limited liability to its owners in many jurisdictions. LLCs are well known for the flexibility that they provide to business owners; depending on the situation, an LLC may elect to use corporate tax rules instead of being treated as a partnership, and, under certain circumstances, LLCs may be organized as not-for-profit. In certain U.S. states (for example, Texas), businesses that provide professional services requiring a state professional license, such as legal or medical services, may not be allowed to form an LLC but may be required to form a similar entity called a professional limited liability company (PLLC).A limited liability company (LLC) is a hybrid legal entity having certain characteristics of both a corporation and a partnership or sole proprietorship (depending on how many owners there are). An LLC is a type of unincorporated association distinct from a corporation. The primary characteristic an LLC shares with a corporation is limited liability, and the primary characteristic it shares with a partnership is the availability of pass-through income taxation. It is often more flexible than a corporation, and it is well-suited for companies with a single owner.Although LLCs and corporations both possess some analogous features, the basic terminology commonly associated with each type of legal entity, at least within the United States, is sometimes different. When an LLC is formed, it is said to be "organized,” not "incorporated" or "chartered,” and its founding document is likewise known as its "articles of organization," instead of its "articles of incorporation" or its "corporate charter.” Internal operations of an LLC are further governed by its "operating agreement," rather than its "bylaws." The owner of beneficial rights in an LLC is known as a "member," rather than a "shareholder.” Additionally, ownership in an LLC is represented by a "membership interest" or an "LLC interest" (sometimes measured in "membership units" or just "units" and at other times simply stated only as percentages), rather than represented by "shares of stock" or just "shares" (with ownership measured by the number of shares held by each shareholder). Similarly, when issued in physical rather than electronic form, a document evidencing ownership rights in an LLC is called a "membership certificate" rather than a "stock certificate".In the absence of express statutory guidance, most American courts have held that LLC members are subject to the same common law alter ego piercing theories as corporate shareholders. However, it is more difficult to pierce the LLC veil because LLCs do not have many formalities to maintain. As long as the LLC and the members do not commingle funds, it is difficult to pierce the LLC veil. Membership interests in LLCs and partnership interests are also afforded a significant level of protection through the charging order mechanism. The charging order limits the creditor of a debtor-partner or a debtor-member to the debtor's share of distributions, without conferring on the creditor any voting or management rights.Limited liability company members may, in certain circumstances, also incur a personal liability in cases where distributions to members render the LLC insolvent.

List of legal entity types by country

A business entity is an entity that is formed and administered as per corporate law in order to engage in business activities, charitable work, or other activities allowable. Most often, business entities are formed to sell a product or a service. There are many types of business entities defined in the legal systems of various countries. These include corporations, cooperatives, partnerships, sole traders, limited liability companies and other specifically permitted and labelled types of entities. The specific rules vary by country and by state or province. Some of these types are listed below, by country. For guidance, approximate equivalents in the company law of English-speaking countries are given in most cases, for example:

Ltd. (UK, Ireland and the Commonwealth)

public limited company (UK, Ireland and the Commonwealth)

limited partnership

unlimited partnership

chartered company

statutory company

holding company

subsidiary company

one man company (sole proprietorship)

charitable incorporated organisation (UK)

non-governmental organizationHowever, the regulations governing particular types of entities, even those described as roughly equivalent, differ from jurisdiction to jurisdiction. When creating or restructuring a business, the legal responsibilities will depend on the type of business entity chosen.

McDonald's

McDonald's is an American fast food company, founded in 1940 as a restaurant operated by Richard and Maurice McDonald, in San Bernardino, California, United States. They rechristened their business as a hamburger stand, and later turned the company into a franchise, with the Golden Arches logo being introduced in 1953 at a location in Phoenix, Arizona. In 1955, Ray Kroc, a businessman, joined the company as a franchise agent and proceeded to purchase the chain from the McDonald brothers. McDonald's had its original headquarters in Oak Brook, Illinois, but moved its global headquarters to Chicago in early 2018.McDonald's is the world's largest restaurant chain by revenue, serving over 69 million customers daily in over 100 countries across 37,855 outlets as of 2018. Although McDonald's is best known for its hamburgers, cheeseburgers and french fries, they also feature chicken products, breakfast items, soft drinks, milkshakes, wraps, and desserts. In response to changing consumer tastes and a negative backlash because of the unhealthiness of their food, the company has added to its menu salads, fish, smoothies, and fruit. The McDonald's Corporation revenues come from the rent, royalties, and fees paid by the franchisees, as well as sales in company-operated restaurants. According to two reports published in 2018, McDonald's is the world's fourth-largest private employer with 1.7 million employees (behind Walmart with 2.3 million employees).

Microsoft

Microsoft Corporation (MS) is an American multinational technology company with headquarters in Redmond, Washington. It develops, manufactures, licenses, supports and sells computer software, consumer electronics, personal computers, and related services. Its best known software products are the Microsoft Windows line of operating systems, the Microsoft Office suite, and the Internet Explorer and Edge web browsers. Its flagship hardware products are the Xbox video game consoles and the Microsoft Surface lineup of touchscreen personal computers. As of 2016, it is the world's largest software maker by revenue, and one of the world's most valuable companies. The word "Microsoft" is a portmanteau of "microcomputer" and "software". Microsoft is ranked No. 30 in the 2018 Fortune 500 rankings of the largest United States corporations by total revenue.Microsoft was founded by Bill Gates and Paul Allen on April 4, 1975, to develop and sell BASIC interpreters for the Altair 8800. It rose to dominate the personal computer operating system market with MS-DOS in the mid-1980s, followed by Microsoft Windows. The company's 1986 initial public offering (IPO), and subsequent rise in its share price, created three billionaires and an estimated 12,000 millionaires among Microsoft employees. Since the 1990s, it has increasingly diversified from the operating system market and has made a number of corporate acquisitions, their largest being the acquisition of LinkedIn for $26.2 billion in December 2016, followed by their acquisition of Skype Technologies for $8.5 billion in May 2011.As of 2015, Microsoft is market-dominant in the IBM PC-compatible operating system market and the office software suite market, although it has lost the majority of the overall operating system market to Android. The company also produces a wide range of other consumer and enterprise software for desktops and servers, including Internet search (with Bing), the digital services market (through MSN), mixed reality (HoloLens), cloud computing (Azure) and software development (Visual Studio).

Steve Ballmer replaced Gates as CEO in 2000, and later envisioned a "devices and services" strategy. This began with the acquisition of Danger Inc. in 2008, entering the personal computer production market for the first time in June 2012 with the launch of the Microsoft Surface line of tablet computers; and later forming Microsoft Mobile through the acquisition of Nokia's devices and services division. Since Satya Nadella took over as CEO in 2014, the company has scaled back on hardware and has instead focused on cloud computing, a move that helped the company's shares reach its highest value since December 1999.In 2018, Microsoft surpassed Apple as the most valuable publicly traded company in the world after being dethroned by the tech giant in 2010.

Multinational corporation

A multinational corporation (MNC) or worldwide enterprise is a corporate organization which owns or controls production of goods or services in at least one country other than its home country. Black's Law Dictionary suggests that a company or group should be considered a multinational corporation if it derives 25% or more of its revenue from out-of-home-country operations. A multinational corporation can also be referred to as a multinational enterprise (MNE), a transnational enterprise (TNE), a transnational corporation (TNC), an international corporation, or a stateless corporation. There are subtle but real differences between these three labels, as well as multinational corporation and worldwide enterprise.

Most of the largest and most influential companies of the modern age are publicly traded multinational corporations, including Forbes Global 2000 companies. Multinational corporations are subject to criticisms for lacking ethical standards, and that this shows up in how they evade ethical laws and leverage their own business agenda with capital, and even the military backing of their own wealthy host nation-states. They have also become associated with multinational tax havens and base erosion and profit shifting tax avoidance activities.

Nonprofit organization

A nonprofit organization (NPO), also known as a non-business entity, not-for-profit organization, or nonprofit institution, is dedicated to furthering a particular social cause or advocating for a shared point of view. In economic terms, it is an organization that uses its surplus of the revenues to further achieve its ultimate objective, rather than distributing its income to the organization's shareholders, leaders, or members. Nonprofits are tax exempt or charitable, meaning they do not pay income tax on the money that they receive for their organization. They can operate in religious, scientific, research, or educational settings.

The key aspects of nonprofits are accountability, trustworthiness, honesty, and openness to every person who has invested time, money, and faith into the organization. Nonprofit organizations are accountable to the donors, funders, volunteers, program recipients, and the public community. Public confidence is a factor in the amount of money that a nonprofit organization is able to raise. The more nonprofits focus on their mission, the more public confidence they will have, and as a result, more money for the organization. The activities a nonprofit is partaking in can help build the public’s confidence in nonprofits, as well as how ethical the standards and practices are.

Oracle Corporation

Oracle Corporation is an American multinational computer technology corporation headquartered in Redwood Shores, California. The company specializes primarily in developing and marketing database software and technology, cloud engineered systems, and enterprise software products — particularly its own brands of database management systems. In 2018, Oracle was the third-largest software maker by revenue, after Microsoft and Alphabet.

The company also develops and builds tools for database development and systems of middle-tier software, enterprise resource planning (ERP) software, customer relationship management (CRM) software, and supply chain management (SCM) software.

Paramount Pictures

Paramount Pictures Corporation (also known simply as Paramount) is an American film studio based in Hollywood, California, that has been a subsidiary of the American media conglomerate Viacom since 1994. Paramount is the fifth oldest surviving film studio in the world, the second oldest in the United States, and the sole member of the "Big Five" film studios still located in the Los Angeles neighborhood of Hollywood.

In 1916, film producer Adolph Zukor put 22 actors and actresses under contract and honored each with a star on the logo. In 2014, Paramount Pictures became the first major Hollywood studio to distribute all of its films in digital form only. The company's headquarters and studios are located at 5555 Melrose Avenue, Hollywood, California, United States.Paramount Pictures is a member of the Motion Picture Association of America (MPAA).

Privately held company

A privately held company, private company, or close corporation is a business company owned either by non-governmental organizations or by a relatively small number of shareholders or company members which does not offer or trade its company stock (shares) to the general public on the stock market exchanges, but rather the company's stock is offered, owned and traded or exchanged privately or over-the-counter. More ambiguous terms for a privately held company are closely held corporation, unquoted company, and unlisted company.

Though less visible than their publicly traded counterparts, private companies have major importance in the world's economy. In 2008, the 441 largest private companies in the United States accounted for US$1,800,000,000,000 ($1.8 trillion) in revenues and employed 6.2 million people, according to Forbes. In 2005, using a substantially smaller pool size (22.7%) for comparison, the 339 companies on Forbes' survey of closely held U.S. businesses sold a trillion dollars' worth of goods and services (44%) and employed 4 million people. In 2004, the Forbes' count of privately held U.S. businesses with at least $1 billion in revenue was 305.

Public company

A public company, publicly traded company, publicly held company, publicly listed company, or public limited company is a corporation whose ownership is dispersed among the general public in many shares of stock which are freely traded on a stock exchange or in over the counter markets. In some jurisdictions, public companies over a certain size must be listed on an exchange. A public company can be listed (listed company) or unlisted (unlisted public company).

Public companies are formed within the legal systems of particular nations, and therefore have national associations and formal designations which are distinct and separate. For example one of the main public company forms in the United States is called a limited liability company (or LLC), in France is called a "society of limited responsibility" (SARL), in Britain a public limited company (plc), and in Germany a company with limited liability (GmbH). While the general idea of a public company may be similar, differences are meaningful, and are at the core of international law disputes with regard to industry and trade.

Sony

Sony Corporation (ソニー株式会社, Sonī Kabushiki Kaisha, SOH-nee, stylized as SONY) is a Japanese multinational conglomerate corporation headquartered in Kōnan, Minato, Tokyo. Its diversified business includes consumer and professional electronics, gaming, entertainment and financial services. The company owns the largest music entertainment business in the world, the largest video game console business and one of the largest video game publishing businesses, and is one of the leading manufacturers of electronic products for the consumer and professional markets, and a leading player in the film and television entertainment industry. Sony was ranked 97th on the 2018 Fortune Global 500 list.Sony Corporation is the electronics business unit and the parent company of the Sony Group (ソニー・グループ, Sonī Gurūpu), which is engaged in business through its four operating components: electronics (AV, IT & communication products, semiconductors, video games, network services and medical business), motion pictures (movies and TV shows), music (record labels and music publishing) and financial services (banking and insurance). These make Sony one of the most comprehensive entertainment companies in the world. The group consists of Sony Corporation, Sony Pictures, Sony Mobile, Sony Interactive Entertainment, Sony Music, Sony/ATV Music Publishing, Sony Financial Holdings, and others.

Sony is among the semiconductor sales leaders and since 2015, the fifth-largest television manufacturer in the world after Samsung Electronics, LG Electronics, TCL and Hisense.The company's current slogan is Be Moved. Their former slogans were The One and Only (1979–1982), It's a Sony (1982–2005), like.no.other (2005–2009) and make.believe (2009–2013).Sony has a weak tie to the Sumitomo Mitsui Financial Group (SMFG) corporate group, the successor to the Mitsui group.

State-owned enterprise

A state-owned enterprise (SOE) is a business enterprise where the government or state has significant control through full, majority, or significant minority ownership. Defining characteristics of SOEs are their distinct legal form and operation in commercial affairs and activities. While they may also have public policy objectives (e.g., a state railway company may aim to make transportation more accessible), SOEs should be differentiated from government agencies or state entities established to pursue purely nonfinancial objectives.

Target Corporation

Target Corporation is the eighth-largest retailer in the United States, and is a component of the S&P 500 Index. Founded by George Dayton and headquartered in Minneapolis, the company was originally named Goodfellow Dry Goods in June 1902 before being renamed the Dayton's Dry Goods Company in 1903 and later the Dayton Company in 1910. The first Target store opened in Roseville, Minnesota in 1962 while the parent company was renamed the Dayton Corporation in 1967. It became the Dayton-Hudson Corporation after merging with the J.L. Hudson Company in 1969 and held ownership of several department store chains including Dayton's, Hudson's, Marshall Field's, and Mervyn's.

Target established itself as the highest-earning division of the Dayton-Hudson Corporation in the 1970s; it began expanding the store nationwide in the 1980s and introduced new store formats under the Target brand in the 1990s. The company has found success as a cheap-chic player in the industry. The parent company was renamed the Target Corporation in 2000 and divested itself of its last department store chains in 2004. It suffered from a massive and highly publicized security breach of customer credit card data and the failure of its short-lived Target Canada subsidiary in the early 2010s but experienced revitalized success with its expansion in urban markets within the United States.

As of February 2, 2019, Target operates 1,844 stores throughout the United States. The company is ranked No. 39 on the 2018 Fortune 500 list of the largest United States corporations by total revenue. Their retail formats include the discount store Target, the hypermarket SuperTarget, and "flexible format" stores previously named CityTarget and TargetExpress before being consolidated under the Target branding. Target is often recognized for its emphasis on "the needs of its younger, image-conscious shoppers", whereas its rival Walmart more heavily relies on its strategy of "always low prices".

The Walt Disney Company

The Walt Disney Company, commonly known as Walt Disney or simply Disney (), (common metonym: Mouse, also Mouse House) is an American diversified multinational mass media and entertainment conglomerate headquartered at the Walt Disney Studios in Burbank, California.

Disney was originally founded on October 16, 1923 by brothers Walt and Roy O. Disney as the Disney Brothers Cartoon Studio; it also operated under the names The Walt Disney Studio and Walt Disney Productions before officially changing its name to The Walt Disney Company in 1986. The company established itself as a leader in the American animation industry before diversifying into live-action film production, television, and theme parks.

Since the 1980s, Disney has created and acquired corporate divisions in order to market more mature content than is typically associated with its flagship family-oriented brands. The company is known for its film studio division, Walt Disney Studios, which includes Walt Disney Pictures, Disneynature, Walt Disney Animation Studios, Pixar, Marvel Studios, Lucasfilm, 20th Century Fox, Fox Searchlight Pictures, and Blue Sky Studios. Disney's other main divisions are Disney Parks, Experiences and Products, Disney Media Networks, and Walt Disney Direct-to-Consumer and International. Disney also owns and operates the ABC broadcast network; cable television networks such as Disney Channel, ESPN, Freeform, FX, National Geographic network, and A&E Networks; publishing, merchandising, music, and theater divisions; and Walt Disney Parks and Resorts, a group of 14 theme parks around the world.The company has been a component of the Dow Jones Industrial Average since 1991. Cartoon character Mickey Mouse, created in 1928 by Walt Disney and Ub Iwerks, is one of the world's most recognizable characters, and serves as the company's official mascot.

Toyota

Toyota Motor Corporation (Japanese: トヨタ自動車株式会社, Hepburn: Toyota Jidōsha KK, IPA: [toꜜjota], English: ) is a Japanese multinational automotive manufacturer headquartered in Toyota City, Aichi, Japan. In 2017, Toyota's corporate structure consisted of 364,445 employees worldwide and, as of September 2018, was the sixth-largest company in the world by revenue. As of 2017, Toyota is the world's second-largest automotive manufacturer. Toyota was the world's first automobile manufacturer to produce more than 10 million vehicles per year which it has done since 2012, when it also reported the production of its 200-millionth vehicle. As of July 2014, Toyota was the largest listed company in Japan by market capitalization (worth more than twice as much as #2-ranked SoftBank) and by revenue.Toyota is the world's market leader in sales of hybrid electric vehicles, and one of the largest companies to encourage the mass-market adoption of hybrid vehicles across the globe. Toyota is also a market leader in hydrogen fuel-cell vehicles. Cumulative global sales of Toyota and Lexus hybrid passenger car models achieved the 10 million milestone in January 2017. Its Prius family is the world's top selling hybrid nameplate with over 6 million units sold worldwide as of January 2017.The company was founded by Kiichiro Toyoda in 1937, as a spinoff from his father's company Toyota Industries to create automobiles. Three years earlier, in 1934, while still a department of Toyota Industries, it created its first product, the Type A engine, and its first passenger car in 1936, the Toyota AA. Toyota Motor Corporation produces vehicles under five brands, including the Toyota brand, Hino, Lexus, Ranz, and Daihatsu. It also holds a 16.66% stake in Subaru Corporation, a 5.9% stake in Isuzu, as well as joint-ventures with two in China (GAC Toyota and Sichuan FAW Toyota Motor), one in India (Toyota Kirloskar), one in the Czech Republic (TPCA), along with several "nonautomotive" companies. TMC is part of the Toyota Group, one of the largest conglomerates in Japan.

Toyota is listed on the London Stock Exchange, New York Stock Exchange and Tokyo Stock Exchange.

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